29 July 2021
Taibang Biologic Group ("Taibang Biologic"), an integrated Chinese blood product and biomedical company, announced on April 20, 2021, that it had signed a merger agreement with CBPO Holdings Limited (the parent company) and its wholly owned subsidiary, CBPO Group Limited (the subsidiary company). According to this agreement, Taibang Biologic will remain as an entity and be a wholly owned subsidiary company of CBPO Holdings Limited after the merger. The Company's shares will then no longer be traded and start the delisting process from the NASDAQ.
The consortium consisted of Centurium Capital, CITIC Capital, Hillhouse Capital and Temasek, as well as some other well-known funds. The investors financed Taibang’s privatization through a combination of equities and debts.
In terms of debt financing, the transaction introduced a consortium consisting of Ping An Bank and Shanghai Pudong Development Bank for its merger. JunHe’s financial team acted as the Chinese legal counsel to the financing consortium in this transaction, providing a full range of legal services.
The privatization of Taibang Biologic is the largest on the Chinese Concept Stock market so far this year. It is another highlight for the JunHe team, following 58.com, SINA and other large privatization transactions of listed companies it has handled since 2020. It was also one of the largest and most watched M&A transactions in the market this year, in the context of the Chinese Concept Stock market under local and international capital market circumstances.
The services provided by JunHe’s Financial Team in this transaction include:
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Assisting the financing consortium in determining the financing structure for the privatization; assisting the consortium members in negotiating, drafting and revising the financing terms, loan commitment letters and other documents, implementing the specific stipulations of the credit approval documents issued in the bank commitment letters, and assisting the banks in issuing loan commitment letters for the privatization financing.
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Assisting the consortium in negotiating, drafting and revising the loan agreements and other financing documents, implementing the specific agreements in the financing documents as specified in the bank credit approval reply, and issuing legal opinions, transaction memorandums and other legal documents to the banks;
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Determining the structure and the documents for the domestic guarantee and guarantee documents, and assisting the syndicate in drafting and completing the execution of the guarantee documents and implementing the various guarantee conditions before and after the closing.
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Assisting and coordinating with each party of the bank consortium, the borrowers, and the investment consortium to successfully complete the signing of the financing documents, the loan distribution and closing of the privatization merger.
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Working closely with the foreign lawyers to provide services for the privatization financing and the delisting- related matters.
In addition to this project, JunHe’s banking and financing team has been involved in many privatization projects including Giant Network, E-House China, Pharmaceutical Kang, 58.com and SINA and built up broad experience and a solid reputation in large merger financing markets.
For further information, please contact:
ZHOU, Hui (Nelson), Partner, JunHe
yuanyf@junhe.com
